Arcee and Jack 3
by Prander
Summary: Arcee and Jack continue. This time at Autobot base. Graphic sexual content. You've been warned. Thanks for the feedback and reviews and please check out my profile or forum for a personal thank you. :)
1. Chapter 1

Ratchet walked down the hallway, grousing to himself as he usually did. Across his mechanical vision two checklists scrolled down through multiple columns. The Autobots were always short on supplies. He stopped for a minute, re-checking a particular batch of data and matching it against the list he carried in his hand.

With a disgusted grunt he shook his head and walked on, turning into the long hallway leading out of the supply bays. He was brought up short just around the corner.

Arcee was sitting among some crates off to the side, by a network of pipes that fed coolant to the Spacebridge. She had arranged some of the crates into a chair and had one boot up on a larger crate in front of her. She was gripping a pipe next to her in one hand while glowering into the distance across the way. Her eyes were narrowed into two bright beams as if she was brooding.

"Everything all right here?" Ratchet asked as he walked up.

"Fine." Arcee answered in her terse way without looking up.

"Are you feeling well?" Ratchet asked, curious.

"Just fine Doc." she answered, looking up at him with a neutral expression.

Ratchet opened his mouth then shut it again.

"Are you glowing brighter than usual?" he asked.

"Must be the lighting."

Ratchet looked up at the lights, then around at himself a little, clearly perplexed. He shook his head and fussed with his list, clearing his throat.

"Ah-hmm. Yes. Well...it does no good wasting energon dwelling on old hurts. Better to look ahead to the next victory, eh?" With that he walked on, uncomfortable.

_ Kids these days._

Arcee turned her slender neck and watched the old medic stalk off down the hallway until he turned the corner some hundred yards away.

She let out a breath and flipped the tarp off her lap. A meek looking Jack straightened up, holding a small towel over Arcees exposed pussy.

"That was way to close." He said in a low voice.

She blinked hard, allowing the pleasure she felt to burn through her.

"Yeah." she sighed as she sat back a little.

"I thought we were so busted." Jack was blushing and Arcee reached out and tousled his hair. She loved having Jack do what he did between her legs and this had been her idea when they snuck away for a kiss.

"You love living dangerously, Cee." Jack stammered a little as she then scooped him up and sat him on the crate in front of her.

"Oh really? I noticed you still licked me little while Ratchet stood there, mister." she tapped his chest with one finger and he blushed even more. She gently cradled his chin with her fingers and kissed him.

"Well, you know, what can I say?" He stammered as they broke contact, shrugging his arms in that helpless way he had with a hint of mischief at the corners that she found so endearing.

"You were enjoying yourself." She smirked as she sat back and spread her legs again.

"What if we got some on your shirt again?" she asked as Jack leaned forward and obligingly toweled her off.

"I had it under control. Though you _were _about to drip on the floor."

"You thirsty little devil." she sighed as Jacked finished wiping her clean. She loved being touched by Jack as he happily switched to her thighs, wiping her down and making her presentable. The thing that did surprise her though was that when Jack went down on her he loved doing so to her over-sized pussy rather than the human scale she could reduce it to. She loved it too. He could really work her pliable lips and get nearly his whole hand inside her. It drove her _nuts_ really, and thankfully he had remembered a towel this time.

"What about you babe?" She asked, reaching out a finger and caressing the front of his pants as her pussy twinkled and reformed back inside her with a soft click.

"Got it bad?" she asked. But Jack just smiled.

"I'll be all right." He replied as he wiped the towel one last time across Arcees now smooth crotch.

She titled her head, teasing him.

"Oh, so now I don't get my turn?" she pouted.

"What? Now? Back here?"

"Why not? Ratchet's back in Central by now." She stood up, stepping around the crates and lifting Jack down.

"But what if someone else comes by?"

"We got time." She teased, swatting his ass and scooting him forward six feet back towards the supply bays.

He said nothing after that and like two naughty teenagers they went off hand in hand in search of a more private spot.

**ooo**

Arcee palmed open a small door with no inset window and took one look inside before she nodded. Small redundant supply bay, back out of the way. Perfect. She didn't want to go back to her quarters where they could be found. Not yet.

"Here?" Jack asked, peering inside.

"It's perfect." She grinned down at him. With a laugh she scooped Jack up, stepping into the room and walking over to set him down on some more crates. Then she walked back and palmed the door shut, locking it.

She turned back to where Jack watched her nervously, standing on his crate and rubbing the back of his neck. She teased him by walking slowly towards him, one hand on her hip.

"So...is it my turn _now_?" she asked in a low voice.

"Uh huh."

He had to smile at her. They had waited all week to be together.

"You look amazing, Cee." he went on as she came up to him.

She stopped face to face with him and leaned in. Jack responded beautifully and they came together for another long kiss. Arcee broke away, absentmindedly running a knuckle down the front of Jack's pants again, nudging his balls.

"Got a surprise for you...now that we have some privacy." she said.

"You've been working on them?"

"Uh huh. All week." She flashed a smiled and stepping back for some room, Arcee reached up as her chest armor disengaged and pull open the two halves, revealing two new modifications made especially for her Jack.

She presented them to him for his approval.

Jack looked down, his cock surging as Arcee revealed two bare breasts complete with nipples to him. They were engineered from sensor fabric, the very same as her pussy, and they were a shimmering light-blue in keeping with her color scheme. The nipples were two soft glowing pink lights, completing the look. Softer than silk, their perfect fullness swung gently as she moved. They fit her perfectly.

"How do they look now?" She asked, staring down at them herself.

Filled with warm, pressure sensitive bio-milk, they were an amazing simulation of breasts and Jack absolutely loved them. Her nipples were two pliable induction sensors routed directly to her pleasure center much like her clitoris and they even grew erect as her own arousal increased. Indeed they were already stiffening as Arcee enjoyed the thrill any woman would at showing off her tits to her lover.

This was the equivalent of Arcee taking off her top.

"Oh wow, they're perfect." He sighed, adoring her and turned on at the same time. He raised his hands and spread his fingers out but didn't touch her. He just hovered his hands over her skin and felt the warmth radiating from her body.

"Can I?" he looked up at her and she reached out to tousle his hair again, their private signal that it of course it was ok and he could do whatever he wished. She steadied herself and held her top open as Jack slowly took up the weight of her new 'tits', his hands massaging their pliable shape from below and his thumbs teasing her nipples. They were the size of large ripe cantaloupes that he could heft in each hand and they matched her frame beautifully now.

Together they both watched Jack massage them and Arcee sighed warmly, little sparkles of lights twinkling through them at his touch.

She had done an excellent job compared to some risky yet hilarious moments last weekend and she was glad to see she had gotten it right.

Their first attempt had nearly been a disaster. Erotic and fun, but there was no way it could have worked. They had been too large. Massive porn star-type breasts that over-balanced her frame, making her actually stumble around in her quarters as Jack tried to steady her.

It had been late at night and they both were giggling and carrying on, nervous of being caught and struggling to close Arcee's armored chest piece over her bulging Autobot sized triple Gee's. Eventually they had to remove her armor all together.

Luckily Jack had brought spare clothes for the weekend because when they tried to reduce the pressure, on her knees with Jack pumping out her excess 'milk', her leaking nipples had slipped away from them both

That had made such a mess. In trying to stop the leak, they discovered Arcee was ticklish now. She had laughed and laughed, squirming, while a horrified Jack clamped his palms over her new nipples and begged her to keep quiet. Her tits had lightly sprayed him from head to toe with her warm blue-tinted milk by the time they finally got things under control. Only then did Jack did finally allow himself a taste by holding his tongue in the spray, the little devil.

She had swatted his ass for that.

But then they had to tip-toe through Autobot headquarters looking for more towels. She held the last towel over her new 'tits' with one arm and had Jack's hand in the other. Jack was stripped down to just his boxers and terrified he wouldn't be able to find his backpack. After all, Bumblebee was on night-watch and they could have run into someone, but they kept to the shadows and made it back to her room safely, giggling and playing with each other.

They had to put the whole idea on hold that night and she closed up her chest armor once they had cleaned up. Then they had sex again. But never again would Arcee fill her breasts so full and she started over immediately with new specs while Jack went home to work the following week.

As the week ticked by, Arcee had tried many settings by herself until finally digitally scanning in the perfect pair and adjusting her body accordingly. They matched her frame with a ratio balance of 0.5xm, perfect textile strength, placement, shape, weight and volume and they rode beautifully under her armor. No one was the wiser that Arcee now had 'tits'.

She was eager to show Jack and they had snuck away hoping for just this chance.

And now, after all her fine tuning Jack had them in his hands.

She sighed again and looked up at him, only to follow his face as he suddenly leaned down and took her nipple into his mouth.

The effect of perfecting the protocol for her 'tits' was immediately apparent as her pleasure center burst into light, coursing through her body again in warm waves of energon.

Arcee was much taller than Jack and her knees buckled as she thrust her tits forward, still holding her top open.

"Oh wow! Oh fuck!" She gasped, letting go of her armor and gripping the edge of the crate as Jacks tongue circled her nipple, flicking it a little before taking it into his mouth. His hands continued to caress her then, deeply massaging her new breasts as he suckled from her and Arcee bit her lip.

Microscopic pumps engaged and the tiniest amount of her creamy blue milk leaked into Jacks eager mouth. It was from the same sugar by-product as the lubricant of her pussy but of a more mild smoothness where as her pussy was a richer sweet/sour.

To Jack it was a thin, warm cream unlike anything he had ever tasted before. Smoother and sweeter than last weekend and he_ loved_ it, amazed at how Arcee was perfecting these things for him. Somehow she made it all the more erotic when earlier she did the math for him in how she was technically superior to human pussy and breast milk in all regards.

"Oh fuck! Babe!" She gasped. Jack broke away for a moment with a small swallow and a grin, noting that despite all the fine tuning, sexual pleasure still caught Arcee completely off guard. She was helpless before it. Every time since that first night in his garage it hadn't lessened at all and Jack wondered if it ever would. Arcee was much longer lived than he was and perhaps a Transformer's passion never got old. She had barely contained herself when Ratchet had almost caught them and now she was letting go, moving like a stripper in front of him as he went back to kissing and fondling her. He couldn't help himself either. He rubbed his face all over and across her breasts, aching at the sensation and the warm pliable nipple brushing across his lips.

He took it in his mouth again and she groaned.

Arcee was strong. Her grip cracked the edge of the crate as she held on, torn between keeping her nipple in Jacks mouth and the inexplicable need to pull away from the intense pleasure. She swayed to music that wasn't there as her little Jack worked her bare breasts.

He finally let up, caressing her tenderly as Arcee opened her eyes and blinked several times.

"Wow." They both said together, looking down at her amazing new breasts.

"Do you like it?" she asked.

"Are you kidding?" he laughed.

Arcee caught one last little drip from her nipple and licked it off her own finger as Jack straightened up with a happy sigh.

She stared at him as she lingered with her finger in her mouth. Then she leaned in, twisting one armored boot playfully and wiggling her tits at Jack.

"So..." she said as she lowered her hand. "Can I suck your cock _now_?"

"I've got a better idea." Jack grinned, showing a glimmer of the rogue that hid inside him.

**ooo**

Ratchet looked up from his work.

"Optimus? Do you hear that?"

Prime was working on more schematics the next station over.

"No." He answered, pausing to look over at Ratchet. Ratchet held still for a moment at then shook his head, both of them going back to work.

"Probably Miko's radio or some such thing." He huffed, reaching for a new tool.

**ooo**

"Arcee!" Jack cried, his hands braced up against Arcee's full tits where he had wrapped them around his exposed cock. Fucking her tits had proven explosive. Arcee's legs had straightened right out, her boots grinding into the floor as she arched her back, digging her long fingers into the crate and thrusting her tits out, her head thrown back.

She hadn't been able to watch him do this, like he suggested they try. It was just to much for her and she was grunting loudly every time he thrust up between the soft pliable fabric of her breasts, lost to the sensation.

She lifted one arm. bending it behind her head and moaned so loudly he felt it in his chest.

"Fuck my tits, baby. Oh God, Jack." she went on, lifting her chin high and leaning into his lap.

Jack did her one better by pressing her full tits inward and dragging her nipples down the length of his cock and this affected Arcee in ways like when they had sex. Something about Jack's cock tripled the pleasure she felt from his hands and mouth, the way he was manipulating her breasts.

The pipes overhead were echoing Arcee's out right screams of pleasure. She stomped a foot, banged a fist, and screamed again.

"_Fuck yeah_!"

"Arcee! Babe! They'll hear us!" Jack cried, mortified, though he kept thrusting away.

Arcee was deep in her pleasure now and again Jack felt a niggling little feeling that had been growing in his mind lately. A tiny thought that his Arcee was pushing the envelope, taking chances, direct and daring as she always was.

His captivating 'lust-bot' was starting to show signs of being a little exhibitionist.

"They'll hear!" he said a little more strongly.

"Fuck em!" she snarled, surprising him, glancing down at him before throwing her head back again.

"Let them hear! Just fuck my tits, Jack! Fuck, baby, God!" She rolled chest around, grinding her tits all over Jacks exposed cock, growling in time with the movement of her body. Again she reached around him with one hand like she was want to do and held him in place against her. Jack could hardly resist her.

Something about the firm yet pliable soft mounds of her warm silky smooth tits rolling over his cock and up against his balls was murdering Jack. Her pliable nipples and warm skin were sending waves of feed back across his own where their bodies touched and his cock and balls were smothered in waves of delight. Only Arcee could 'give back' as good as she got like this. She was drawing him out again on a level of pleasure no girl his own age could hope to achieve.

Who needed some awkward girl at the prom when he had an intergalactic slut three times his height with massive tits, incredible pussy and a snarling sex drive to fuck him whenever he wanted? Jack gave in, he didn't care anymore either he just couldn't resist and he spread his legs a little, leaning in with an arm around Arcee's neck as her tits engulfed him. She hugged him all the tighter to her chest. He was humping hard up between her tits now and the sound of her grunts and gasps in his ear pushed Jack over the edge.

"Fuck...gonna cum!" Was all he managed to shout and Arcee immediately pulled back, using her own hands to grab her breasts as Jack braced himself. She bent her knees slightly as Jack arched his back, her glowing cobalt eyes locked on his cock as she quickly finished stroking him off with her tits.

"Do it like you said! Do it on me Jack!" She hissed. Several minutes ago she had reformed her pussy, uncaring, and her own legs were spread wide as she dripped juice all over the floor between her boots. It was just to intense to stay covered.

"Now, baby! Do it now!" She cried and Jack gave out a deep groan a second before his cock erupted right at her eager face. Time and again as she gripped his spasming cock between her tits, Arcee milked Jack to cum hard up across her face in five long spurts before he began to trickle off. Her own orgasm burst through her at her first 'facial' and she sprayed a fine stream of juice from her pussy across the crate she stood in front of. Gritting her teeth, Arcee kept her focus, fighting down the urge to cry out along with Jack.

Her pussy spasmed, making her ass feel numb, but she had prepared for this. Instead of giving into her own orgasm, she lowered her mouth and caught his cock as he retreated from her tits. Having perfected the suction protocol much earlier this week, this time she managed to suck the remaining white treasure out of her Jack's hot cock like a straw.

He shuddered and cried out even louder in surprise, holding onto her shoulders, but she kept him in her mouth until she was sure she had it all. Then she broke away, dropping her breasts, and swallowing happily with a little lift of her chin.

Jack was shuddering and his knees were weak. He fell back away from her a little but looked down at her in pleasure-shock.

"Holy fuckin' shit, Arcee." he whispered.

"Get it in my mouth, baby. Feed it to me." She purred, lifting her face up and leaning in. Jack obligingly traced the trails of his cum down to Arcees eager mouth with his finger. She licked and swallowed warmly as she stood back up to her full height.

"Do you...do you think someone heard us?" Jack asked as he caught his breath. Arcee reached out and delicately held his wrist in her hand as she finished licking the cum off his fingers. Then she sighed and stretched, looking over at the door while Jack did up his pants.

She listened for a moment.

"I don't know. But maybe we should get out of here." she grinned, her glowing eyes looking back at him. But Jack was looking down at the floor where she had sprayed her own orgasm in a bright blue glow of juices. Arcee's tits swayed deliciously as she stepped away a pace, following his gaze downward and turning to see for herself.

"Oh scrap!" she blinked.

**ooo**

It was later that day that everyone noticed Jack started going around with an extra large towel around his neck.

"Are you feeling unwell?" Ratchet asked him as Jack sat on the sofa gripping the towel in both hands, watching Miko and Raf play a game.

Jack looked up at him.

"Just fine, Doc...I'm just fine."

Miko looked over her shoulder at him. Jack looked over at her.

"Want a pop?" she asked.

"I'm not thirsty." he replied with a smile.


	2. Chapter 2

**Chronological Index**

**Arcee/Jack 1, 2, 3 **

(Followed by)

** Optimus/June 1 **

(Followed by)

** Arcee/Jack 4, 5, 6, 7, 8 **

(Followed by)

**Optimus/June 2, 3, 4** ( At # 4, the two storyline's begin to mesh)

(Followed by)

** Arcee/Jack 9 **

(Followed by)

**Optimus/June 5**

(Followed by)

** Arcee/Jack 10 **

(Followed by)

** Optimus/June 6, 7** (latest)


End file.
